Former Securityholders definition

Former Securityholders means holders of Affected Securities immediately prior to the Effective Time;
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Former Securityholders means, collectively, Former Stockholders and those persons who held outstanding Company Warrants, Vested Company Options and/or Units, in each case, immediately prior to the Effective Time.
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Former Securityholders means the holders of units or other equity interest in CEA Holdings, Company Shares, CEA Shares (other than the Company) and CEA Options.
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Examples of Former Securityholders in a sentence

  • No fractional Purchaser Shares or Spinco Shares shall be issued to Former Securityholders in connection with this Plan of Arrangement.

  • Any such election, in the case of Participating Former Securityholders electing to receive the Cash Consideration or the Purchaser Share Consideration, shall be subject to the pro-ration limitations in Section 3.02(m) and Section 3.02(n), as applicable.

  • Upon achievement of the ** Milestone, as additional consideration under this Agreement, Parentshall pay the Securityholder Representative, for further distribution to the Former Securityholders pursuant to S ection 9.02, an amount equal to ** dollars ($**).

  • Upon achievement of the ** Milestone, as additional consideration under this Agreement, Parent shall pay the Securityholder Representative, for further distribution to the Former Securityholders pursuant to Section 9.02, an amount equal to ** dollars ($**).

  • A proposed distribution is recognised as a financial liability in the financial year in which it is approved by the Trustee.

  • The Securityholder Representative shall be responsible for arranging payments to be made out of such account to the Former Securityholders pursuant to Section 9.02, based on the Allocation Schedule.

  • The parties to this transaction acknowledge that they and the Former Securityholders are relying solely upon their own tax advisors with regard to the tax consequences of the Merger.

  • Parent shall not be obligated to make any Contingent Payment, and shall have no further liability to any of the Former Securityholders or former holders of Unvested Company Options, in respect of: (A) any SQ Formulation Milestone that occurs on or following the third anniversary of the Closing Date; or (B) any Registration Study Milestone that occurs on or following January 1, 2012.

  • Parent or the Company shall promptly notify the Stockholders’ Agent in writing upon receipt by Parent or any of its Affiliates or the Company or any of its Affiliates, of notice of any pending or threatened federal, state, local, or other foreign income or franchise Tax audits or assessments which may materially affect the Tax liabilities of the Company or any Subsidiary for which the Former Securityholders would be required to indemnify Parent pursuant to this Agreement.

  • On February 27, the Company reached a Settlement Agreement with the Former Securityholders of CartiHeal that resulted in the transfer of 100% of Company’s shares in CartiHeal to a Trustee.


More Definitions of Former Securityholders

Former Securityholders means the members of the Company and the stockholders and optionholders of Amerifit set forth on Exhibit B.
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Related to Former Securityholders

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Securityholders means the Noteholders and the Certificateholders.

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • Securityholder means the Person in whose name a Security is registered on the Registrar's books.

  • Record Holders has the meaning set forth in Section 5.01(b).

  • Registered Shareholders means registered holders of our Shares on the Record Date.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Equity Holders means the Stockholders and the Option Holders.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Debentureholders or “holders” means the Persons for the time being entered in the register for Debentures as registered holders of Debentures or any transferees of such Persons by endorsement or delivery;

  • Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.

  • Unit Holders means all Unit Holders.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Initial Holders has the meaning set forth in the preamble.

  • Company Shareholders means holders of Company Shares.

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.